UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB**

**(Mark One)**

**[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE PERIOD ENDED March 31, 2002**

OR

**[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934**

**FOR THE TRANSITION PERIOD**From ________________ to _______________

Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Utah                                                                  
870305395

(State or other jurisdiction of incorporation or organization)    
(IRS Employer Identification No.)

810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)T2P-0M2

(Zip Code)

(403) 269-5369

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for  such shorter periods that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court.  Yes
No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common stock, No par value ­ 21,917,300 shares as of May 14, 2002

Index

**Carmina Technologies Inc. and Subsidiaries**

****Part I. Financial Information



Item  1.  Interim financial statements

Item  2.  Management's Plan of Operations



Part II. Other Information

Item   6.   Exhibits and Reports on Form 8-K



Signatures

****

**Part I. Financial Information**

Item 1. ­ Interim Financial Statements

The following consolidated interim financial statements for the three months ended March 31, 2002 are filed as part of this
report:

- Consolidated balance sheets ­ March 31, 2002 (unaudited) & December 31, 2001

- Consolidated interim statements of operations (unaudited) ­ three months ended March 31, 2002 and 2001

­ from inception on May 7, 1999 through March 31, 2002

- Consolidated interim statements of comprehensive loss (unaudited) ­ three months ended March 31, 2002 and 2001

­ from inception on May 7, 1999 through March 31, 2002	  - Consolidated interim statement of stockholders' equity (deficit)  (unaudited) ­ from inception on May 7, 1999
                                                                                                                                               through March 31, 2002

- Consolidated interim statements of cash flows (unaudited) ­ three months ended March 31, 2002 and 2001

­ from inception on May 7, 1999 through March 31, 2002

- Notes to consolidated interim financial statements (unaudited) ­ March 31, 2002



Item 2. ­ Management's Plan of Operation

During the first quarter of 2002 the Company focused on building the business of Assured Performance Monitoring Inc.
(APM), currently a wholly owned subsidiary.  Our objective is to expand APM beyond its current Pest Assure pest control
business into other applications in the service performance monitoring sector with a hybrid ASP strategy integrating
traditional and ASP aspects.   These applications will be primarily oriented towards field services for which it is critical to
monitor and confirm execution for financial, liability or regulatory reasons.  Currently, a number of potential customers are
evaluating pilot installations custom designed for their specific requirements.

Under our September 2001 agreement with the owners of Libaric Inspection Technologies Inc., upon Libaric fulfilling its
undertakings pursuant to the terms of the agreement, they will become entitled to be issued shares in APM amounting to a
60% interest.  Carmina has the right to increase its interest in APM by purchasing additional equity.



During the next twelve months the Company plans to complete development of its GC2000 server appliances designed for
specific applications and to build the business of APM.  Management shareholders who control options and warrants of the
Company have made oral representations that they will exercise sufficient warrants and options to provide cash required for
these projects.  Additional capital may also be raised through the sale of common stock.  No purchase of plant or significant
equipment nor changes in the number of employees is anticipated in the next twelve months.

**Part II. Other Information**

Item 6. ­ Exhibits and Reports on form 8-K

(a)	 No Exhibits

(b)	 Form 8-K - n/a

Carmina Technologies Inc. 10-QSB (May 14, 2002)



Signatures



In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Carmina Technologies, Inc.

(Registrant)

Dated: May 14, 2002                                                                                                                        
By /s/ John M. Alston, President

By /s/ Glen R. Alston, Chief Financial Officer****





**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARIES**

**(A Development Stage Company)**

**CONSOLIDATED INTERIM FINANCIAL STATEMENTS**

**March 31, 2002**



**C O N T E N T S**

Consolidated Balance Sheets 	 3

Consolidated Interim Statements of Operations	 4

Consolidated Interim Statements of Comprehensive Loss	 5

Consolidated Interim Statements of Stockholders' Equity (Deficit)	 6

Consolidated Interim Statements of Cash Flows	 7

Notes to the Consolidated Interim Financial Statements	 8 - 13



































**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Balance Sheets

March 31,
2002
(unaudited)

December 31,
2001CURRENT ASSETSCash
$
66,074
$
16,326Prepaid expenses

40

40Accounts receivable

44

44Tax refund receivable

15,331

14,649Total Current Assets

81,489

31,059OTHER ASSETSInventory (Note 1 (e))

10,661

10,661Marketable securities (Note 1 (a ))

36,143

60,802Advances (Note 1(c))

213,461

213,461Total Other Assets

260,265

284,924PROPERTY AND EQUIPMENT

38,755

27,768TOTAL ASSETS
$
380,509
$
343,751LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
$
52,553
$
68,741Due to related party (Note 1 (b))

621,469

462,415Accrued expenses

7,518

7,523Total Current Liabilities

681,540

538,679STOCKHOLDERS' EQUITY (DEFICIT)Common stock: 40,000,000 shares authorized nopar value; 21,917,300 shares issued and

2,279,482

2,250,982Cumulative translation adjustment

(12,489)

(12,881)Deficit accumulated during the development stage

(2,568,024)

(2,433,029)Total Stockholders' Equity (Deficit)

(301,031)

(194,928)TOTAL LIABILITIESAND STOCKHOLDERS' EQUITY (DEFICIT)
$
380,509
$
343,751




*See accompanying summary of accounting policies and notes to the consolidated financial statements*

















**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Operations

(Unaudited)

For the three
months ended
March 31, 2002

For the three
months endedMarch 31, 2001

From inception
on May 7, 1999throughMarch 31, 2002REVENUES
$
--
$
--
$
2,136COST OF GOODS SOLD

­

­

1,942GROSS PROFIT

­

­

194EXPENSESGeneral and administrative

49,572

61,773

553,051Depreciation expense

712

--

1,098Research and development

329

13,162

105,529Consulting fees

17,166

18,176

271,391Management fees (Note 5)

40,000

40,000

822,416Total Expenses

107,779

133,111

1,753,485LOSS FROM OPERATIONS

(107,779)

(133,111)

(1,753,291)OTHER INCOME (EXPENSE)(Loss) on investment in affiliate

--

--

(12,972)(Loss) on sale of investments

­

­

(92,061)Gain on sale of investments

­

­

3,006Unrealized (loss) on investments

(24,656)

(518,625)

(710,266)Interest income

­

--

293Interest expense

(2,560)

--

(2,733)Total Other Income (Expense)

(27,216)

(518,625)

(814,733)NET LOSS
$
(134,995)
$
(651,736)
$
(2,568,024)BASIC AND DILUTED LOSS PERSHARE
$
(0.006)
$
(0.030)WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING

21,917,300

21,502,300


*See accompanying summary of accounting policies and notes to the consolidated financial statements*****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Comprehensive Loss

(Unaudited)

For the three
months ended
March 31, 2002

For the three
months ended
March 31, 2001

From inception
on May 7, 1999
throughMarch 31, 2002NET LOSS
$
(134,995)
$
(651,736)
$
(2,568,024)OTHER COMPREHENSIVE GAIN (LOSS)Cumulative translation adjustment

392

--

(12,489)COMPREHENSIVE LOSS
$
(134,603)
$
(651,736)
$
(2,580,513)




*See accompanying summary of accounting policies and notes to the consolidated financial statements*****



















**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Stockholders' Equity (Deficit)

(Unaudited)

|                                                                                            | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage |   | Cumulative
Translation
Adjustment
|------------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------
|Balance, Inception on May 7, 1999                                                           | ­                                     | $ | ­                                                | $ | ­                                
|Initial subscription for cash at $0.003 on July 15, 1999                                    | 4,000,000                             |   | 15,165                                           |   | ­                                
|Value attributed to $0.003 shares                                                           | ­                                     |   | 136,483                                          |   | ­                                
|Subscription for services at $0.03 on July 15, 1999                                         | 53,000,000                            |   | 161,758                                          |   | ­                                
|Services contributed by officers of the Company                                             | ­                                     |   | 94,000                                           |   | ­                                
|Net loss from inception on May 7, 1999 through Dec. 31, 1999                                | ­                                     |   | ­                                                |   | (413,230)                        
|Balance, December 31, 1999                                                                  | 9,300,000                             | $ | 407,406                                          | $ | (413,230)                        
|Subscriptions for cash at $0.03 per share on Feb. 8, 2000                                   | 1,279,221                             |   | 42,635                                           |   | --                               
|Subscriptions for marketable securities at $0.03 per share on
Feb. 8, 2000                  | 1,420,779                             |   | 47,353                                           |   | --                               
|Issued on exercise of warrants for marketable securities at
$0.07 per share on Feb. 8, 2000 | 4,000,000                             |   | 284,595                                          |   | ­                                
|Balance, February 8, 2000                                                                   | 16,000,000                            | $ | 781,989                                          | $ | (413,230)                        
|Common stock issued in recapitalization                                                     | 4,502,300                             |   | 3,243                                            |   | --                               
|Common stock issued at Dec. 31, 2000 for $0.625 per share                                   | 1,000,000                             |   | 625,000                                          |   | --                               
|Compensation expense on options issued to consultants and
employees                         | --                                    |   | 147,000                                          |   | --                               
|Services contributed by officers of the Company                                             | ­                                     |   | 160,000                                          |   | --                               
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the year ended December 31, 2000                                               | --                                    |   | --                                               |   | (725,004)                        
|Balance, December 31, 2000                                                                  | 21,502,300                            |   | 1,717,232                                        |   | (1,138,234)                      
|Options exercised for settlement of debt                                                    | 365,000                               |   | 36,500                                           |   | ­                                
|Common stock issued to consultant for services to the Company                               | 50,000                                |   | 31,250                                           |   | ­                                
|Compensation expense on options issued to consultants and
employees                         | ­                                     |   | 306,000                                          |   | ­                                
|Services contributed by officers of the Company                                             | ­                                     |   | 160,000                                          |   | ­                                
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the year ended December 31, 2001                                               | ­                                     |   | ­                                                |   | (1,294,795)                      
|Balance, December 31, 2001                                                                  | 21,917,300                            |   | 2,250,982                                        |   | (2,433,029)                      
|Compensation expense on options issued to consultants and
employees (Note 3 (b))            | ­                                     |   | (11,500)                                         |   | ­                                
|Services contributed by officers of the Company (Note 5)                                    | ­                                     |   | 40,000                                           |   | ­                                
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the three months ended March 31, 2002                                          | ­                                     |   | ­                                                |   | (134,995)                        
|Balance, March 31, 2002                                                                     | 21,917,300                            |   | 2,279,482                                        |   | (2,568,024)                      

*See accompanying summary of accounting policies and notes to the consolidated financial statements*



















**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Cash Flows

(Unaudited)

|                                                                            |      | For the three months endedMarch 31, |   | From Inception on
May 7, 1999
throughMarch 31, 2002
|--------------------------------------------------------------------------- | ---- | ----------------------------------- | - | ---------------------------------------------------
|2002                                                                        | 2001
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |      |                                     |   |                                                    
|Net loss                                                                    | $    | (134,995)                           | $ | (651,736)                                          
|Adjustments to reconcile net loss to net cash used by operating activities:
|Depreciation                                                                |      | 712                                 |   | ­                                                  
|Stock issued for services                                                   |      | ­                                   |   | ­                                                  
|Services contributed by officers (Note 5)                                   |      | 40,000                              |   | 40,000                                             
|Loss on sale of investments                                                 |      | ­                                   |   | --                                                 
|Unrealized (gain) loss on securities                                        |      | 24,656                              |   | 521,304                                            
|Decrease in value of equity investment                                      |      | --                                  |   | --                                                 
|Compensation expense through                                                |      | (11,500)                            |   | 35,000                                             
|Compensation expense through issuance of                                    |      | ­                                   |   | ­                                                  
|Sale of marketable securities                                               |      | ­                                   |   | --                                                 
|Changes in operating assets and liabilities:                                |      |                                     |   |                                                    
|(Increase) decrease in receivables                                          |      | (682)                               |   | (1,566)                                            
|(Increase) decrease in prepaid expenses                                     |      | ­                                   |   | ­                                                  
|Increase (decrease) in accounts payable                                     |      | (15,822)                            |   | 16,517                                             
|Increase (decrease) in inventory                                            |      | --­                                 |   | --­                                                
|                                                                            |      |                                     |   |                                                    
|Net Cash Used by Operating Activities                                       |      | (97,631)                            |   | (40,481)                                           
|                                                                            |      |                                     |   |                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |      |                                     |   |                                                    
|Due from related party (Note 1 (b))                                         |      | --                                  |   | 16,257                                             
|Advances (Note 1 (c))                                                       |      | --                                  |   | (62,152)                                           
|Purchase of property and equipment                                          |      | (11,675)                            |   | --                                                 
|Purchase of long-term investment                                            |      | ­                                   |   | ­                                                  
|Recapitalization                                                            |      | ­                                   |   | --                                                 
|                                                                            |      |                                     |   |                                                    
|Net Cash Used by Investing Activities                                       |      | (11,675)                            |   | (45,895)                                           
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |      |                                     |   |                                                    
|Due to related party (Note 1 (b))                                           |      | 159,054                             |   | 86,995                                             
|Issuance of common stock for cash                                           |      | ­                                   |   | ­                                                  
|                                                                            |      |                                     |   |                                                    
|Net Cash Provided by Financing Activities                                   |      | 159,054                             |   | 86,995                                             
|                                                                            |      |                                     |   |                                                    
|NET INCREASE (DECREASE) IN CASH                                             | $    | 49,748                              | $ | 619                                                

*See accompanying summary of accounting policies and notes to the consolidated financial statements*

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated interim financial statements included herein have been prepared by the Company, without
audit, in accordance with accounting principles generally accepted in the United States and pursuant to the
rules and regulations of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction with the financial statements of Carmina
Technologies, Inc. (a development stage company) and its wholly-owned subsidiaries Carmina Canada, Inc.
and Assured Performance Monitoring, Inc. for the year ended December 31, 2001 and notes thereto included
with the Company's Annual Report on Form 10-KSB.  The Company follows the same accounting principles in
preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

a.)  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at March 31, 2002.
The fair value of the Company's marketable securities is estimated based on quoted market prices for those
investments.  The fair value of Qnetix, Inc. marketable securities at March 31, 2002 was $13,643.

The Company also held 225,000 common shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.)
as trading securities at March 31, 2002. The fair value of Power Interactive Media Inc. marketable securities at
March 31, 2002 was $22,500.

Because the Company's marketable securities are classified as trading and reported at fair value, there is no
need to evaluate the securities for impairment

b.)  Due from (to) Related Party

Amounts are due from (to) a party related by virtue of being the controlling shareholder of the Company.
These amounts are unsecured, non-interest bearing with no terms of repayment.

c.)  Advances

Advances are to an unrelated company for which shares of the unrelated company will eventually be issued
for consideration.  The Company is in the process of negotiating the number of shares to be issued.  During
the three month period ended March 31, 2002 the Company advanced no further funds.  This investment will
be accounted for at cost.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. )  Inventory

Inventory is carried at the lower of cost and net realizable value.  Inventories are license fees carried per unit
for 3rd party database engines embedded into the Company's product. By it's nature, the inventory has no raw
material or work-in-progress components.

e.  Basic and Diluted Loss Per Share

The computation of basic and diluted loss per share of common stock is based on the weighted average
number of shares outstanding during the period of the consolidated financial statements.  Common stock
equivalents, consisting of 1,000,000 warrants (2001 -1,000,000) and 1,775,000 (2001 - 1,690,000) options,
have not been included in the calculation as their effect is anti-dilutive for the periods presented.

f.)  Recent Accounting Pronouncements


In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, *Business
Combinations* (SFAS 141)*,* and No. 142, *Goodwill and Other Intangible Assets* (SFAS 142)*.*SFAS 141 requires
the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing
recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance
in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all
goodwill and other intangible assets recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months
from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS 142.  The Company has adopted the new policies
effective January 1. 2002; the adoption of the new policies did not materially impact its financial statements.

In August 2001, the Financial Accounting Standards Board finalized FAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. FAS 144 addresses accounting and reporting for the impairment or disposal
of long-lived assets, including the disposal of a segment of business. FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged. The Company has adopted the new
policy, which does not materially impact its financial statements.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)

NOTE 2 - GOING CONCERN

The Company's consolidated interim financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient to cover its operating costs and
to allow it to continue as a going concern.  It is the intent of the Company to continue in the development and
marketing of its Linux based GateCommander server appliance, GateCommander Scout and its Smart-Home
technology.  Additionally, the Company intends to market support services for these products and to act as a
reseller for other products which it feels are complimentary to the Company's goals.  Management's plans to
continue as a going concern include (1) raising additional capital through sales of common stock, (which
management shareholders who control options and warrants of the Company have made oral representations
that they will exercise sufficient warrants and options to provide cash required), the proceeds of which would
be used to market and develop the existing software and related rights, hiring of administrative, sales and
marketing personnel and (2) the use of stock options to pay for employee compensation and marketing
services.  However, management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing
and attain profitable operations.  The accompanying interim financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - WARRANTS AND OPTIONS

a.)  Warrants

Each warrant outstanding is exercisable for one common share, at an exercise price of $1 per warrant until

December 31, 2002.  A summary of the status of the Company's warrants as of December 31, 2001 and
changes during the three months ending March 31, 2002 are presented below:

|                                                                    |  | Warrants  |  | Weighted Average
Exercise Price
|------------------------------------------------------------------- |  | --------- |  | -------------------------------
|Outstanding and exercisable at December 31, 2001 and
March 31, 2002 |  | 1,000,000 |  | $  1.00                        

The warrants outstanding at period end were issued to a party related by virtue of being a shareholder in
conjunction with the 1,000,000 common shares issued on May 11, 2001.  The warrants that are vested at March
31, 2002 are summarized as follows:

|               | Outstanding                         | Weighted
Average
Remaining
Contractual
Life | Exercisable                         
|-------------- | ----------------------------------- | ------------------------------------------- | ------------------------------------
|Exercise Price | Number
Outstanding atMarch 31,
2002 | Weighted
Average
Exercise
Price             | Number
Exercisable at
March 31,
2002
|Range - $1.00  | 1,000,000                           | $1.00                                       | 0.75 years                          
|               | 1,000,000                           | $1.00                                       |                                     

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)

NOTE 3 - WARRANTS AND OPTIONS (Continued)



b.)  Options

Employees, Directors, and Officers

The Company applies Accounting Principles Board ("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for all stock option plans.  Under APB Option 25,
compensation cost is recognized for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the company to
provide proforma information regarding net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined in accordance with the fair value
based method prescribed in SFAS No. 123.



A summary of the status of the Company's options issued to employees, directors and officers as of December
31, 2001 and changes during the three months ending March 31, 2002 are presented below:

|                               | Options   |   | Weighted
Average
Exercise
Price
|------------------------------ | --------- | - | -------------------------------
|Outstanding, December 31, 2001 | 1,000,000 | $ | 0.26                           
|Granted                        | --        |   | --                             
|Expired/Cancelled              | ­         |   | ­                              
|Exercised                      | --        |   | --                             
|Outstanding, March 31, 2002    | 1,000,000 |   | 0.26                           
|Exercisable, March 31, 2002    | 540,000   | $ | 0.21                           



The options to employees, directors and officers that are vested at March 31, 2002 are summarized as follows:

|               | Outstanding                         | Weighted
Average
Remaining
Contractual
Life | Exercisable                        
|-------------- | ----------------------------------- | ------------------------------------------- | -----------------------------------
|Exercise Price | Number
Outstanding atMarch 31, 2002 | Weighted
Average
Exercise Price             | Number
Exercisable atMarch 31,
2002
|Range - $0.10  | 600,000                             | $0.10                                       | 5.72 years                         
|Range - $0.50  | 400,000                             | $0.50                                       | 4.00 years                         
|               | 1,000,000                           | $0.26                                       |                                    





**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.)  Options (continued)

Compensation expense of $4,000 (2001 ­ $nil) has been recorded for options issued to employees, directors
and officers.  The Company estimates the expense for each stock award at the grant date using the intrinsic
value.  The compensation expense is calculated on the 400,000 options granted in 2001 with an exercise price
of $0.50, using the quoted market price for these options at the date of grant as $0.625.  The expense is
recognized over the vesting term of the options.

Consultants

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company
to record  compensation costs for the Company's stock option plans and other stock awards to consultants
determined in accordance with the fair value based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued to consultants as of December 31, 2001 and
changes during the three months ending March 31, 2002 are presented below:

|                                 | Options |   | Weighted
Average
Exercise
Price
|-------------------------------- | ------- | - | -------------------------------
|Outstanding at December 31, 2001 | 775,000 | $ | 0.23                           
|Granted                          | ­       |   | ­                              
|Expired/Cancelled/Exercised      | ­       |   | ­                              
|Outstanding at March 31, 2002    | 775,000 | $ | 0.23                           
|Exercisable, March 31, 2002      | 525,000 | $ | 0.22                           



The options to consultants that are vested at March 31, 2002 are summarized as follows:

|               | Outstanding                         | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ----------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding atMarch 31, 2002 |                                             | Weighted
Average
Exercise
Price
|Range - $0.10  | 525,000                             | $                                           | 0.10                           
|Range - $0.50  | 250,000                             |                                             | 0.50                           
|               | 775,000                             | $                                           | 0.23                           

During the period, no (2001 - nil) options were granted which would vest 25% at date of grant with the
remainder over the next three years.  Compensation recovery of $15,500 (2001 ­ expense of $35,000) has
been recorded for options issued to consultants based on the value attributable to these options as described
above.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2002 (Unaudited)



NOTE 4 - MANAGEMENT FEES

The Company has four officers which contribute about one half of their time to the Company.  The value of
their services is estimated at $40,000 per year for each officer.  For the three months ended March 31, 2002
the Company  has expensed $40,000 as management fees and showed the amount as services contributed to
the Company on the Consolidated Statement of Stockholders' Equity.

NOTE 5 ­ STATEMENT OF CASH FLOWS

|CASH PAID FOR:                          |   | For thethree
months
endedMarch 31,2002 |   | For thethree monthsendedMarch 31,
2001 |   | FromInception onMay 7, 1999
throughMarch 31,
2002
|--------------------------------------- | - | -------------------------------------- | - | -------------------------------------- | - | -------------------------------------------------
|Interest                                | $ | --                                     | $ | --                                     | $ | --                                               
|Income taxes                            |   | --                                     |   | --                                     |   | --                                               
|                                        |   |                                        |   |                                        |   |                                                  
|NON-CASH INVESTING ACTIVITIES:          |   |                                        |   |                                        |   |                                                  
|Common stock issued for investment      |   | ­                                      |   | ­                                      |   | 922,573                                          
|Exchange of receivables for securities  |   | ­                                      |   | ­                                      |   | 20,204                                           
|                                        |   |                                        |   |                                        |   |                                                  
|NON-CASH FINANCING ACTIVITIES:          |   |                                        |   |                                        |   |                                                  
|Common stock issued through exercise of |   | ­                                      |   | ­                                      |   | 36,500                                           
|Common stock issued for note receivable |   | --                                     |   | ­                                      |   | 34,375                                           
|Common stock issued for services        |   | ­                                      |   | ­                                      |   | 331,866                                          
|Services contributed by officers of the |   | 40,000                                 |   | 40,000                                 |   | 454,000                                          

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